Exhibit 10.61


 





THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT").


 


CONVERTIBLE DEBENTURE


 


	$611,700.00	As of November 3, 2011


 


For value received, Viral Genetics, Inc., a Delaware corporation
(the "Company"), promises to pay to the order of DMBM Inc. (the "Holder"), the principal sum of SIX HUNDRED
ELEVEN THOUSAND, SEVEN HUNDRED DOLLARS AND NO CENTS or the aggregate outstanding principal amount hereof, whichever is less (the
“Principal”), represents various loans (each a “Loan”) made by the Holder to the Company from January 1,
2011 through November 3, 2011, on the dates and in the amounts specified on Schedule A attached hereto and to pay interest on the
outstanding principal amount of this Convertible Debenture (this "Debenture") as provided herein.


 


1. Definitions.
The following terms shall have the definitions set forth in this Section 1:


 


	(a)		"Business Day" means any day on which banks are open for business in both
the State of California and the State of New York.





 


	(b)		"Common Stock" means the Company's common stock, par value $0.0001 per Share.





 


	(c)		"Conversion Price" shall be $0.02 per share; provided that the Conversion
Price will be lowered to the lowest price per share that the Company issues Shares of Common Stock while any of the indebtedness
represented by this Debenture is outstanding, but in no event less than $0.0025 per Share.





 


	(d)		"Shares" means shares of Common Stock.





 


	(e)		"Trading Day" means a calendar day on which the Shares are quoted for trading
on the Trading Market.





 


	(f)		"Trading Market" means the following markets or exchanges on which the Shares
are listed or quoted for trading on the date in question: The Over TheC ounter Bulletin Board, the PinkSheets, the Nasdaq SmallCap
Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Toronto Stock Exchange, the
TSX Venture Exchange, or any other securities exchange registered with the United States Securities and Exchange Commission.







    	1



    	 



    

 


 


2.Loans. Each Loan made by the Holder
to the Company evidenced by this Debenture, shall be set forth on Schedule A attached hereto. The Holder is authorized by the Company
to modify Schedule A from time to time to reflect the amount of any partial conversion of this Debenture.


 


3.Interest. Interest on the outstanding
Principal amount of this Debenture will accrue at a rate equal to one percent (1%) per annum from the date of the making of each
Loan as set forth on Schedule A. Interest will be computed on the basis of a year of 12 months, each having 30 days, and will be
paid on the Maturity Date and upon any permitted prepayment of this Debenture.


 


4.Repayment. The Company shall pay
the Principal amount of this Debenture, together with all accrued and unpaid interest, to the Holder on November 3, 2012 (the "Maturity
Date").


 


5.Payment. All payments due under
this Debenture shall be made in either the lawful money of the United States of America or in Shares as determined according to
this Section 5, without set-off, deduction, demand or notice.


 


	(a)		Form of Payment. Ten (10) days prior to the Maturity Date, the Company, at
its sole discretion, shall notify the Holder whether the payment due shall be made in cash or in Shares.





 


	(b)		Payment in Cash. All payments in cash shall be made to the Holder by check or by wire
                                                                                      transfer to such bank as the Holder may advise the Company in writing. The Company shall provide the Holder with five (5)
                                                                                      three (3) business days prior written notice of any cash payment of the amount outstanding under this Debenture.
                                                                                      Notwithstanding the receipt of cash payment notice, the Holder may sent a Conversion Notice to the Company, whereupon the
                                                                                      cash payment shall not be permitted and this Debenture shall be converted, in whole or in part, in accordance with the
                                                                                      Conversion Notice.





 






    	2



    	 



    

 


 


	(c)		Payment in Shares. The number of Shares issuable upon a payment being made
in Shares shall be calculated by dividing the aggregate amount due on the Maturity Date by the Conversion Price. No fractional
Shares will be issued upon conversion of this Debenture or a payment by the Company in Shares. In lieu of any fractional Share
to which the Holder would otherwise be entitled upon a payment in Shares, the Company will pay to the Holder in cash the amount
of the unpaid or unconverted Principal and interest balance of this Debenture that would otherwise be paid or converted into such
fractional Share. Shares issued hereunder shall be transmitted by the transfer agent of the Company to the Holder either by crediting
the account of the Holder's designated broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission
("DWAC"), or, if so elected by Holder, by physical delivery of certificates to Holder's address within five (5) Trading
Days from the Due Date. If the Company fails for any reason to deliver to the Holder the Shares by the requisite delivery date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares not timely
delivered, $5 per Trading Day (increasing to $10 per Trading Day on the fifteenth (15) Trading Day after such liquidated damages
begin to accrue) for each Trading Day after such requisite delivery date until such Shares are delivered. In addition to any other
rights available to the Holder, if the Company fails to cause its transfer agent to deliver to the Holder the Shares on or before
the requisite delivery date, and if after such date the Holder is required by its broker to purchase (in an open market transaction
or otherwise), or the Holder's brokerage firm otherwise purchases, Shares to deliver in satisfaction of a sale by the Holder of
the Shares which the Holder anticipated receiving pursuant to this Debenture (a "Buy-In"), then the Company shall (1)
pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any)
for the Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Shares that the Company was required
to deliver to the Holder multiplied by (B) the price at which the sell order giving rise to such purchase obligation was executed,
and (2) deliver to the Holder the number of Shares that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Shares having a total purchase price of $11,000 to cover
a Buy-In with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Company shall be required to pay the Holder $ 1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, commercially reasonable
evidence of the amount of such loss.



 







	(d)		Adjustments. If the Company, at any time while this Debenture is outstanding
subdivides outstanding Shares into a larger number of shares or combines (including by way of reverse stock split) outstanding
Shares into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of Shares outstanding immediately before such event and of which the denominator shall be the number of Shares outstanding
immediately after such event.



 




    	3



    	 



    


 


6.Prepayment. This Debenture may not be prepaid
by the Company without the prior written consent of the Holder.


 


7.Conversion. All or any portion
of the Principal amount of this Debenture, together will accrued interest thereon, may be converted at the option of the Holder
at any time and from time to time, in the minimum principal amount of $5,000 and integral multiples of $1,000 thereafter, upon
not less than two (2)three (3) Business Days after the Company's receipt of the Conversion Notice (as hereinafter defined) from
the Holder and payment in full of the Conversion Price as then in effect. Each "Conversion Notice" shall mean a written
notice from the Holder informing the Company of the date of the conversion, the principal amount of this Debenture being converted,
the number of shares of Common Stock to be received upon conversion and confirming that the Conversion Price will be paid in cash.
The Conversion Price shall be paid by certified check or by wire transfer of immediately available funds to a bank account designated
by the Company in writing. Within three (3) Business Days after payment of the Conversion Price, the Company will deliver a certificate
for the shares of Common Stock issued upon conversion to the Holder, or at the Holder’s request, to a brokerage account for
the benefit of Holder. The Company shall at all times reserve for issuance a number of shares of Common Stock sufficient to satisfy
the conversion feature of this Debenture. The number of shares of Common Stock issuable upon the conversion of all or a portion
of this Debenture shall be equal to the Principal amount of this Debenture being converted divided by the Conversion Price. For
purposes hereof, any partial conversion of this Debenture, each Loan shall be considered separate and distinct indebtedness of
the Company to the Holder for purposes of determining the holding period of each item of indebtedness represented by the Loan.
Notwithstanding anything set forth herein, in no event shall the Holder be entitled to convert this Debenture for a number of shares
of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the
aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 9.99% of the outstanding
shares of the Common Stock following such conversion.


8.Seniority. The indebtedness represented
by this Debenture is and shall be an obligation of the Company ranking senior in right of payment, liquidation and otherwise to
any future indebtedness and other obligations of the Company. The Company will not create any indebtedness that is senior in priority
to the indebtedness represented by this Debenture.


 


9.Default. Any one of the following
occurrences shall constitute an "Event of Default" under this Debenture:


 




    	4



    	 



    


 


 


(a) failure of Company to pay any amount
that it payable under this Debenture on the Due Date, provided that such failure is not cured within a grace period of ten
(10) calendar days; or


 


(b)failure to comply with or perform any other
agreement or covenant of the Company contained herein, which failure does not otherwise constitute an Event of Default, provided
that such failure has not been cured within thirty (30) calendar days written notice by Holder to the Company; or


(c)there shall occur any default or event
of default, any similar event, any event that requires the prepayment of borrowed money or permits the acceleration of the maturity
thereof, or any event or condition that might become any of the foregoing with notice or the passage of time or both, under the
terms of any evidence of indebtedness or other agreement issued or assumed or entered into by the Company, or under the terms of
any document or instrument under which any such evidence of indebtedness or other agreement is issued, assumed, secured, or guaranteed,
and such event shall continue beyond any applicable notice, grace or cure period, provided that such condition shall not have been
cured within thirty (30) calendar days of notice by Holder; or


 


(d)the Company shall fail to maintain its
existence in good standing in its state of incorporation; provided that such condition shall not have been cured within
thirty (30) calendar days of notice by Holder; or


 


(e)a judgment or settlement shall be entered
or agreed to in any proceeding which would reasonably be expected to have a material and adverse effect on the ability of the
Company to repay this Debenture; or any garnishment, summons, writ of attachment, citation, levy or the like is issued against
or served upon Holder for the attachment of any property of the Company in Holder’s possession or control, provided that
such condition shall not have been cured within thirty (30) calendar days of notice by Holder of such condition; or


 


(f)any Share issued pursuant to this Debenture
shall not be duly authorized, validly issued, fully paid or nonassessable, provided that such condition shall not have been cured
within ninety (90) calendar days of notice by Holder of such condition; or


 


(g)the Company shake make a voluntary filing
for bankruptcy under Title 11, Chapter 7 of the United States Code; or


 


(h)there shall be appointed a receiver or
trustee to take possession of the property or assets of the Company under Title 11, Chapter 7 of the United States Code.




    	5



    	 



    


 


10.Remedies. Upon the occurrence
and during the continuance of an Event of Default, this Debenture and shall become immediately due in full, and unpaid amounts
hereunder will accrue interest at the rate equal to the stated rate plus 5.00% per annum, and Holder may exercise any rights and
remedies under this Debenture, any Transaction Document or other document or instrument and at law or in equity. The time of payment
of this Debenture is also subject to acceleration if an Event of Default occurs. Notwithstanding the foregoing, the entire unpaid
Principal sum of this Debenture, together with accrued and unpaid interest thereon, shall become immediately due and payable upon
any of the Events of Default set forth in this Debenture.


 


11.Transfer; Successors and Assigns.
The terms and conditions of this Debenture shall inure to the benefit of and be binding upon the respective successors and assigns
of the parties. At the election of the Holder, but subject-to compliance with applicable securities laws, this Debenture may be
assigned or transferred by the Holder, in whole or in part, upon surrender of this Debenture, duly endorsed, and accompanied by
a duly executed written instrument of transfer in customary form, following which a new Debenture for the same principal amount
and interest will be issued to, and registered in the name of, the transferee. If less than the entire amount of this Debenture
is transferred or assigned, the Company will issue new Debentures to the transferee, in the amount transferred or assigned, and
to the Holder, in the remaining Principal amount hereof after the transfer or assignment. This Debenture shall be binding upon
and inure to the benefit of the Company and the Holder, their successors and permitted assigns and the transferees of the Holder.


 


12.Governing Law. This Debenture
and all acts and transactions pursuant hereto and the rights and obligations of the Company and the Holder shall be governed, construed
and interpreted in accordance with the laws of the State of New York, without giving effect to any of its principles of conflicts
of law or choice of law principles which would result in the application of the laws of another jurisdiction.


 


13.Notices. Any notice required or
permitted by this Debenture shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or 96 hours after being deposited in the U.S. mail as certified or registered
mail with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number
as set forth herein or as subsequently modified by written notice.


 


14.Amendments and Waivers. This Debenture
may only be amended, modified or waived by a written instrument executed by the Company and the Holder. Any amendment or waiver
effected in accordance with this Section 14 shall be binding upon the Company, the Holder and each transferee or permitted assigns
of any Debenture.


 




    	6



    	 



    


15.Loss of Debenture. Upon receipt
by the Company of a customary representation by the Holder of the loss, theft, destruction or mutilation of this Debenture or any
Debenture exchanged for it, and a customary indemnity undertaking by the Holder (in case of loss, theft or destruction) or surrender
and cancellation of such Debenture {in the case of mutilation), the Company will make and deliver in lieu of such Debenture a new
Debenture of like tenor.


 


16.Waiver of Presentment, etc. The
Company hereby expressly waives presentment, demand for payment, dishonor, notice of dishonor, protest, notice of protest and any
other formality upon the occurrence of an Event of Default.


 


17.Entire Understanding. This Debenture
sets forth the entire understanding agreement of the Company and the Holder with respect to the subject matter hereof and it supersedes
all prior and/or contemporaneous understandings and agreements with respect to such subject matter, all of which are merged herein,
and it specifically amends and restates a Debenture dated this date in the same principal amount hereof, which did not accurately
reflect the understanding and agreement of the Company and the Holder.


 


18.Costs and Fees. The Company agrees
to pay all costs, expenses, including, without limitation, reasonable attorneys' fees and disbursements, incurred by the Holder
in endeavoring to collect any amounts payable hereunder (including, without limitation, amounts payable in Shares) which are not
paid when due or otherwise in enforcing any provision of this Debenture and any of the rights and remedies of the Holder under
this Debenture, at law or in equity.


 


[signature page follows]


 


In witness whereof, this Debenture has been executed by a duly authorized
officer of the Company as of the date first written above.


 





	 	Company


 

Viral Genetics, Inc.


 

 

By:_________________





Name:

Title:





 


 





 


 




    	7



    	 



    


 


 





 





	11/02/11	 	$	20,000.00	 
	 	 	 	 	 
	10/25/11	 	$	9,000.00	 
	10/13/11	 	$	6,000.00	 
	10/11/11	 	$	19,000.00	 
	 	 	 	 	 
	09/23/11	 	$	1,500.00	 
	09/14/11	 	$	6,500.00	 
	09/02/11	 	$	5,000.00	 
	 	 	 	 	 
	08/01/11	 	$	5,000.00	 
	 	 	 	 	 
	07/21/11	 	$	3,000.00	 
	 	 	 	 	 
	06/23/11	 	$	135,000.00	 
	06/21/11	 	$	15,000.00	 
	06/20/11	 	$	5,000.00	 
	06/17/11	 	$	5,000.00	 
	06/15/11	 	$	2,500.00	 
	06/14/11	 	$	3,000.00	 
	06/10/11	 	$	5,000.00	 
	06/08/11	 	$	2,000.00	 
	06/08/11	 	$	5,000.00	 
	06/07/11	 	$	1,500.00	 
	06/03/11	 	$	10,000.00	 
	 	 	 	 	 
	05/31/11	 	$	2,000.00	 
	05/27/11	 	$	5,000.00	 
	05/13/11	 	$	25,000.00	 
	05/04/11	 	$	30,000.00	 
	 	 	 	 	 
	04/28/11	 	$	20,000.00	 
	04/22/11	 	$	25,000.00	 
	04/15/11	 	$	20,000.00	 
	04/12/11	 	$	17,000.00	 
	04/08/11	 	$	18,000.00	 
	 	 	 	 	 
	03/30/11	 	$	2,500.00	 
	03/28/11	 	$	5,000.00	 
	03/21/11	 	$	7,000.00	 
	03/16/11	 	$	5,000.00	 
	03/11/11	 	$	5,000.00	 
	03/08/11	 	$	4,000.00	 
	03/03/11	 	$	3,000.00	 
	03/02/11	 	$	7,000.00	 
	 	 	 	 	 
	02/28/11	 	$	3,000.00	 
	02/24/11	 	$	1,000.00	 
	02/24/11	 	$	55,000.00	 
	02/18/11	 	$	3,000.00	 
	02/18/11	 	$	20,000.00	 
	 	 	 	 	 
	01/31/11	 	$	1,200.00	 
	01/03/11	 	$	1,000.00	 
	01/31/11	 	$	6,000.00	 
	01/20/11	 	$	1,000.00	 
	01/13/11	 	$	25,000.00	 
	01/11/11	 	$	18,000.00	 
	01/07/11	 	$	3,000.00	 
	01/06/11	 	$	6,000.00	 
	01/05/11	 	$	6,000.00	 
	01/04/11	 	$	3,000.00	 
	 	 	 	 	 
	 	 	$	617,700.00